Terms of Sale

  1. This writing is the sole and complete agreement between Seller and Buyer. Acceptance of, or acquiescence in, a course of performance rendered under this or any prior agreement shall not be relevant or admissible to determine the meaning of this agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and an opportunity to make objections. No representations, understandings, or agreements have been made or relied upon in the making of this agreement other than those specifically set forth herein. This agreement can only be modified by a writing signed by all of the parties hereto or their duly authorized agents. Seller shall not be bound by any additional provisions or provisions at variance herewith that may appear in Buyer's purchase order, acknowledgment, or in any other communication from Buyer to Seller, unless such provision is expressly agreed to in writing signed by Seller. Seller's acceptance of payment for goods shall not constitute acceptance of any counter-proposal, purchase order, or other communication from Buyer to Seller not otherwise accepted in writing by Seller.
  2. All payments are to be made in United States currency, upon the terms and discounts stated on the face hereof. Seller reserves the right to restrict or alter the terms of payment or to require payment prior to time of shipment if in the Seller's opinion the Buyer's financial condition or other circumstances do not warrant shipment on the terms originally specified in the contract. If Buyer defaults on payment under the terms listed on the face hereof, Seller shall seek whatever means necessary to obtain payment. Buyer agrees to pay reasonable costs of collection, either agency fees or attorney's fees.
  3. Seller's dispatch of this invoice constitutes acceptance of Buyer's order, which order becomes non-cancelable upon such dispatch, unless Seller shall consent in writing, and unless Buyer shall pay a minimum charge of 15% of the price of the cancelled portion plus the cost of any sales expenses incurred by seller, plus all transportation and carrier charges incurred to the cancellation.
  4. In the event that Buyer cancels an order for material not customarily carried in stock by Seller, Buyer shall pay Seller as liquidated damages the Seller's published price for completed material and an equitable price as determined by Seller based upon the degree of processing for material in process at the time of cancellation.
  5. The goods covered by this contract have been purchased by the buyer "AS IS" and "WITH ALL FAULTS". The Seller gives no warranty, express or implied as to the description, quality, merchantability, fitness for any particular purpose, productiveness, or any other matter, of any goods which the Seller shall supply. The Buyer acknowledges that he is not relying on the Seller's skill or judgment to select or furnish goods suitable for any particular purpose. The Seller shall be in no way responsible for the proper use and service of the goods. Buyer assumes all risks pertaining to the use or uses and the results obtained therefrom of all materials listed herein.
  6. Delivery and shipment dates are estimated dates only. No allowance is made, nor shall Seller be liable directly or indirectly for delays or non-performance of this contract due to delays of carriers or delays caused by labor difficulties, shortages, strikes, stoppages, fires, accidents, failure or delay in obtaining materials or manufacturing facilities, acts of any government effecting Seller in any way, bad weather, causes beyond Seller's control, acts of God, or any other contingency that was not foreseen at the time when the Seller and Buyer entered into this contract. Seller shall not be liable for any damages or penalties whatsoever, whether direct, indirect, special, consequential, or otherwise, resulting from Seller's failure to perform or delay in performing. Seller may decline to deliver, accept for cash, or stop goods, in transit, whenever for any reason doubt as to Buyer's financial responsibility develop or under the circumstances specified in paragraph 2 thereof.
  7. Where the price specified herein provides for absorption by Seller of freight charges, Seller shall have the right to select the means of transportation. However, if Buyer requires a means of transportation other than one normally selected by Seller, any extra cost incurred by reason of using such other means shall be paid by Buyer.
  8. Carrier weight at point of shipment shall govern in event of disagreement between Seller and Buyer regarding same.
  9. Buyer waives all claims, regardless of said claim, unless he notifies the Seller in writing within ten (10) days after his acceptance of any delivered materials. Defective materials may not be returned without the express consent of the Seller. Goods so returned will be replaced or credited but Seller shall not be liable for any loss, damage, or expense directly or indirectly arising from the handling or use of materials returned by the Buyer. Seller reserves the right to deduct from any credit due Buyer for returned material any extraordinary costs or expenses incurred by Seller in handling, use, or transporting of materials returned by Buyer. The provision of this paragraph shall be in the exclusive and sole remedy of Buyer, and Buyer shall have no further rights other than what is specified herein.
  10. All prices of materials listed herein are quoted on the basis of current price at the time of the issuance of this contract. Seller reserves the right to increase the price per pound of material listed herein in accordance with current prices in effect at the time of delivery(s) to the Buyer. Buyer reserves the right to cancel this contract in the event that he does not accept said price increase quoted by Seller provided that he notifies the Seller in writing within ten (10) days from the time he receives said notice of price increases.
  11. The invalidity or unenforceability of any provision of this agreement shall not effect or impair any other provisions hereof.